NOCERA, INC. 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _______ TO ___________

COMMISSION FILE NO.: 001-41434

NOCERA, INC.

(Exact name of registrant as specified in charter)

Nevada		16-1626611
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.)

(Address of principal executive offices and zip code)

(886)-910-163-358

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NCRA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer x		Smaller reporting company x
		Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ No x

There were 14,373,617 shares outstanding of the registrant’s common stock, par value $0.001 per share, as of November 14, 2025.

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements		3

PART I	FINANCIAL INFORMATION	4

ITEM 1.	INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	41
ITEM 4.	CONTROLS AND PROCEDURES	41

PART II	OTHER INFORMATION	44

ITEM 1.	LEGAL PROCEEDINGS	43
ITEM 1A.	RISK FACTORS	43
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	43
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	43
ITEM 4	MINE SAFETY DISCLOSURES	43
ITEM 5	OTHER INFORMATION	43
ITEM 6	EXHIBITS	44

SIGNATURES		45

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” and “continue” or the negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees of future performance. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all the risks and uncertainties that may impact our business, financial condition or results of operations. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or projected future results of our operations, including statements about potential acquisition or merger targets, strategies or plans; business strategies; prospects; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results; and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to a variety of factors and risks, including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on May 6, 2025, as amended on June 4, 2025 and June 20, 2025.

Many of those risk factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

NOCERA, INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars except for Number of Shares)


	September 30, 2025			December 31, 2024
	(Unaudited)			(Audited)

ASSETS
Current assets
Cash and cash equivalents	$	2,034,205		$	484,161
Accounts receivable		128,512			144,509
Advance to suppliers		1,732			8,404
Prepaid expenses and other assets, net		357,803			643,169
Financial assets at fair value through profit or loss		–			210
Total current assets		2,522,252			1,280,453
Investment		184,776			27,206
Property and equipment, net		1,281,849			1,391,845
Intangible assets - customer relations		85,597			97,825
Goodwill		1,847,713			2,077,728
Other non-current asset		6,482			7,505
Total assets	$	5,928,669		$	4,882,562
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current liabilities
Other payables and accrued liabilities	$	258,806		$	376,660
Advance receipts		14,183			72,505
Due to related parties		28,280			27,116
Warrant liability		528,159			76,847
Long-term secured other borrowing – current portion		1,026			6,631
Dividend payable		54,312			54,312
Income tax payable		134,746			25,126
Total current liabilities		1,019,512			639,197
Long-term secured other borrowing		24,698			23,786
Total liabilities		1,044,210			662,983
Commitments and contingencies (Note 19)		–			–
Stockholders’ Equity
Common stock ($0.001 par value; authorized 200,000,000 shares; 14,367,539 shares and 14,047,539 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)		14,367			14,047
Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 shares authorized, 80,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; Series B Preferred Stock, 1,000,000 shares authorized, 3,500 shares issued and outstanding as of September 30, 2025)		84			80
Additional paid-in capital		28,074,941			25,200,265
Statutory and other reserves		191,219			191,219
Accumulated losses		(23,479,395	)		(21,238,881	)
Accumulated other comprehensive income		72,280			12,415
Total Nocera, Inc.’s stockholders’ equity		4,873,496			4,179,145
Non-controlling interests		10,963			40,434
Total stockholders’ equity		4,884,459			4,219,579
Total liabilities and stockholders’ equity	$	5,928,669		$	4,882,562

See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.

NOCERA, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated in US Dollars except for Number of Shares)

(UNAUDITED)


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	$			$			$			$
Net sales		1,603,392			1,363,101			10,109,236			13,016,093
Cost of sales		(1,554,290	)		(1,328,970	)		(9,976,730	)		(12,852,214	)
Gross profit		49,102			34,131			132,506			163,879

Operating expenses
General and administrative expenses		(869,686	)		(335,202	)		(1,440,379	)		(1,141,108	)
Total operating expenses		(869,686	)		(335,202	)		(1,440,379	)		(1,141,108	)

Loss from operations		(820,584	)		(301,071	)		(1,307,873	)		(977,229	)

Other (expense) income		(688,750	)		(27,669	)		(820,982	)		544,242
Loss before income taxes		(1,509,154	)		(328,740	)		(2,128,855	)		(432,987	)

Income tax (expense) benefit		(2,870	)		509			(143,431	)		(121,871	)
Net loss		(1,512,024	)		(328,231	)		(2,272,286	)		(554,858	)

Less: Net loss attributable to non-controlling interests		(11,235	)		(12,964	)		(31,772	)		(35,438	)
Net loss attributable to the company		(1,500,789	)		(315,267	)		(2,240,514	)		(519,420	)

Comprehensive loss
Net loss		(1,512,024	)		(328,231	)		(2,272,286	)		(554,858	)
Foreign currency translation (loss) gain		(3,970	)		(12,144	)		(59,865	)		190,263
Total comprehensive loss		(1,515,994	)		(340,375	)		(2,332,151	)		(364,595	)

Less: comprehensive loss attributable to non-controlling interest		(11,235	)		(12,964	)		(31,772	)		(35,438	)
Less: Foreign currency translation (loss) gain attributable to noncontrolling interest		(719	)		(3,957	)		2,301			(2,952	)
Comprehensive loss attributable to the Company		(1,504,040	)		(323,454	)		(2,302,680	)		(326,205	)

Loss per share
Basic		(0.1045	)		(0.0232	)		(0.1569	)		(0.0399	)
Diluted		(0.1045	)		(0.0232	)		(0.1569	)		(0.0399	)

Weighted average number of common shares outstanding
Basic		14,367,539			13,607,097			14,282,777			13,017,717
Diluted		14,367,539			13,607,097			14,282,777			13,017,717

See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.

NOCERA, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars except for Number of Shares)

(UNAUDITED)


	Nine months ended September 30,
	2025			2024
	(Unaudited)			(Unaudited)
	$			$
Cash flows from operating activities:
Net loss		(2,272,286	)		(554,858	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation expenses		212,204			112,096
Amortization of intangible assets		12,228			12,228
Loss on fair value change of financial assets at FVTPL		(3	)		(4,268	)
Loss on disposal of SY Culture		87,332			–
Share of profit of associates		315,224			–
Share-based compensation		–			45,498
Changes in operating assets and liabilities:
Accounts receivable		16,301			72,907
Inventories		–			(15,680	)
Advance to suppliers		6,672			–
Prepaid expenses and other assets, net		111,902			(33,254	)
Other non-current assets		1,364			68
Advance receipts		(59,600	)		–
Other payables and accrued liabilities		(115,434	)		(54,818	)
Income tax payable		109,669			38,713
Warrant Liability		451,312			(528,196	)
Net cash used in operating activities		(1,123,115	)		(909,564	)

Cash flows from investing activities:
Purchase of property and equipment		–			(956	)
Purchase of financial assets at FVTPL		213			(206	)
Proceeds from disposal of financial assets at FVTPL		–			212,963
Disposal of subsidiary		363,845			–
Net cash inflow from acquisition of a subsidiary		–			456,004
Acquisition of associate		(500,000	)		–
Net cash (used in) provided by investing activities		(135,942	)		667,805

Cash flows from financing activities:
Proceeds from issuance of common stock		240,000			–
Proceeds from issuance of preferred stock, net		2,635,000			–
Repayment of short-term bank loan		(5,451	)		(478,361	)
Net cash provided by (used in) financing activities		2,869,549			(478,361	)

Effect of exchange rate changes on cash and cash equivalents		(60,448	)		(137,190	)
Net Increase(decrease) in cash and cash equivalents		1,550,044			(857,310	)
Cash and cash equivalents at beginning of period		484,161			1,229,580
Cash and cash equivalents at end of period		2,034,205			372,270

Supplemental disclosures of cash flow information
Cash paid for interest expenses		–			–
Cash paid for Income taxes		–			–

See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.

NOCERA, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Stated in US Dollars except Number of Shares)

(UNAUDITED)


	Common Stock				Preferred stock				Additional Paid-in		Statutory and other		Accumulated			Accumulated Other Comprehensive			Total Nocera Inc.’s Stockholders’ Equity			Non- controlling			Total Stockholders’ Equity
	Stock		Amount		Stock		Amount		Capital		Reserves		Loss			Loss			(Deficit)			Interests			(Deficit)
			$				$		$		$		$			$			$			$			$
Balance, January 1, 2024		11,156,987		11,157		80,000		80		21,931,112		191,219		(18,868,420	)		98,906			3,364,054			84,325			3,448,379
Foreign currency translation Adjustments		–		–		–		–		–		–		–			(57,307	)		(57,307	)		(3,288	)		(60,595	)
Common stock issuance		1,800,000		1,800		–		–		1,978,200		–		–			–			1,980,000			–			1,980,000
Share-based compensation		–		–		–		–		14,999		–		–			–			14,999			–			14,999
Net loss		–		–		–		–		–		–		(288,576	)		–			(288,576	)		(7,500	)		(296,076	)
Balance, March 31, 2024		12,956,987		12,957		80,000		80		23,924,311		191,219		(19,156,996	)		41,599			5,013,170			73,537			5,086,707
Foreign currency translation adjustments		–		–		–		–		–		–		–			(145,100	)		(145,100	)		(873	)		(145,973	)
Common stock issuance		600,000		600		–		–		641,400		–		–			–			642,000			–			642,000
Share-based compensation		–		–		–		–		15,166		–		–			–			15,166			–			15,166
Net loss		–		–		–		–		–		–		84,423			–			84,423			(14,974	)		69,449
Balance, June 30, 2024		13,556,987		13,557		80,000		80		24,580,877		191,219		(19,072,573	)		(103,501	)		5,609,659			57,690			5,667,349
Foreign currency translation adjustments		–		–		–		–		–		–		–			12,144			12,144			1,209			13,353
Common stock issuance

SEC Form 10-Q filed by Nocera Inc.